Representations and Warranties Regarding Government Contracts and Government Bids Sample Clauses

Representations and Warranties Regarding Government Contracts and Government Bids. (i) Except as set forth on Schedule 2.12(a)(v), no Current Government Contract was, at the time of award or currently dependent upon the Company having any Preferred Bidder Status, and no Government Bid required the Company to possess Preferred Bidder Status or represent that it had Preferred Bidder Status either to be eligible for award or to receive credit under the evaluation criteria of the solicitation to which the Government Bid relates. The Company has not during the past four (4) years submitted a Government Bid or been awarded a Government Contract for which the Company was ineligible to be awarded due to the absence of a Preferred Bidder Status at the time such Government Bid was submitted in connection with a procurement reserved or set-aside for companies having a Preferred Bidder Status. (ii) No Current Government Contract is required by its terms or Law to be terminated by a Governmental Authority as a result of the consummation of Contemplated Transactions. (iii) With respect to each Government Contract and Government Bid: (A) The Company has complied in all material respects during the past six (6) years with the material terms and conditions of, and clauses incorporated in, each Government Contract and Government Bid. To the Company’s Knowledge, no event has occurred during the past six (6) years which, with the passage of time or the giving of notice or both, would result in a condition of material default or material breach in any material respect by the Company of a Government Contract. (B) The Company has complied in all material respects during the past six (6) with all Laws pertaining to each Government Contract or Government Bid, including the following Laws to the extent applicable: the Truth in Negotiations Act of 1962, the Service Contract Act of 1965, the Office of Federal Procurement Policy Act, the Federal Property and Administrative Services Act, the Federal Acquisition Regulation (“FAR”) and any agency supplement thereto, the Cost Accounting Standards, the International Traffic in Arms Regulation (“ITAR”), the Export Administration Regulations (“EAR”), regulations maintained by the Office of Foreign Assets Control (“OFAC”) and associated Executive Orders, or other Export Control Laws, and any other Law. To the Company’s Knowledge, no event has occurred during the past six (6) years which, with the passage of time or the giving of notice or both, would result in a violation in any material respect of any Law pertaining to a G...
Sample 1
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Representations and Warranties Regarding Government Contracts and Government Bids. (i) Except as set forth on Schedule 5.17(a)(v), no Current Government Contract or Government Bid was awarded to the Company pursuant to a procurement that was restricted to bidders possessing Preferred Bidder Status. To the Knowledge of the Seller Parties, except with respect to 8(a) Contracts and except as set forth on Schedule 5.17(b)(i), the Company has not received any oral or written communications from its customers to the effect that the Company’s Government Contracts or volume of business under such Government Contracts will be lost or materially decreased as a result of the consummation of the transactions contemplated hereby or the Company ceasing to have Preferred Bidder Status. Except as set forth on Schedule 5.17(b)(ii) none of the Current Government Contracts listed on Schedule 5.17(a)(v) are required by Contract or Law to be terminated by a Governmental Authority solely as a result of the consummation of the transactions contemplated by this Agreement. (ii) With respect to each Government Bid listed on Schedule 5.17(a)(iii), to the Knowledge of the Seller Parties, all representations and certifications in such Government Bids were complete and correct as of their effective date, and neither the Company nor any of its employees, agents, or representatives have committed any material violation of any Law applicable to any such Government Bid. (iii) With respect to each Government Contract and Government Bid listed on Schedules 5.17(a)(i), (ii) and (iii), (A) the Company is in compliance in all material respects with all terms and conditions of each Government Contract or Government Bid (to the extent applicable), including reporting and payment of industrial funding fees, compliance with price reduction clauses, compliance with required minimum qualifications for personnel provided under each Government Contract (excluding such individuals for whom waivers have been received in connection with such Government Contract), and compliance with Cost Accounting Standards (to the extent applicable) (including but not limited to all provisions and required incorporated expressly, by reference or by operation of applicable Law therein, including the Truth in Negotiations Act of 1962, as amended, and the Service Contract Act of 1963, as amended) and, to the Knowledge of the Seller Parties, no event has occurred which, with the passage of time or the giving of notice or both, would result in a condition of default or breach of contract or a material viol...
Sample 1
Representations and Warranties Regarding Government Contracts and Government Bids. (i) Each Current Government Contract whether or not required to be listed and each current Government Vendor Subcontract and Teaming Agreement required to be listed on Section 3.27(a) of the Disclosure Schedules is in full force and effect and is valid, binding and enforceable against the Company and, to Seller’s Actual Knowledge, against each other party thereto. There is no reasonable basis to believe that any Current Government Contract, Government Vendor Subcontract, Teaming Agreement or Government Bid shall not remain in effect after the Closing in accordance with their terms. There exists no material breach, default or violation on the part of the Company or, to Seller’s Actual Knowledge, on the part of any other party to any Current Government Contract whether or not listed or any Current Government Vendor Subcontract, Teaming Agreement or Government Bid listed on Section 3.27(a) of the Disclosure Schedules nor has the Company received written notice of any such breach, default, or violation. (ii) Except as set forth in Section 3.27(b)(ii) of the Disclosure Schedules, no Current Government Contract was, at the time of award or currently, dependent upon the Company having any Preferred Bidder Status, either individually or as a member of a joint venture, and no Government Bid required the Company to certify or represent that it had Preferred Bidder Status, either individually or as a member of a joint venture, either to be eligible for award or to receive credit under the evaluation criteria of the solicitation to which the Government Bid relates. The Company has not submitted a Government Bid or been awarded a Government Contract for which the Company was ineligible to be awarded due to its bidder status classification at the time such Government Bid was submitted (including in connection with a procurement reserved or set-aside for companies having a Preferred Bidder Status). With respect to each Government Contract which is listed on Section 3.27(a)(a)(v) of the Disclosure Schedules, to Seller’s Actual Knowledge, there are no facts and circumstances that indicate that, and no Person has informed the Company or otherwise indicated that: (A) the applicable Governmental Authority or higher tier contractor shall terminate, reduce expenditures under or fail to exercise options included in the Government Contract following size recertification or consummation of the transactions contemplated by this Agreement, or (B) in the case of Preferred Bidder Stat...
Sample 1
Representations and Warranties Regarding Government Contracts and Government Bids. (i) Except as set forth on Schedule 2.30(a)(v), no Current Government Contract was, at the time of award or currently, dependent upon the Company having any Preferred Bidder Status, and no pending Government Bid required the Company to certify or represent that it had Preferred Bidder Status either to be eligible for award or to receive credit under the evaluation criteria of the Solicitation to which the Government Bid relates. The Company has never submitted a Government Bid or been awarded a Government Contract which the Company was ineligible to be awarded due to its business classification at the time such Government Bid was submitted in connection with a procurement reserved or set-aside for companies having a Preferred Bidder Status. (ii) Except as set forth on Schedule 2.30(b)(ii), no Current Government Contract is required by its terms or Applicable Law to be terminated by a Governmental Authority as a result of the consummation of the transactions contemplated by this Agreement; provided, however, that the Company and the Seller make no representations or warranties under this paragraph (ii) with respect to the LLC Conversion or the effects thereof. The Company has no Knowledge that any of the options in the Company’s Government Contracts will not be exercised. (iii) Except as set forth on Schedule 2.30(b)(iii), with respect to each Government Contract and pending Government Bid: (A) The Company has complied in all material respects with all terms and conditions of each Government Contract, including all clauses, provisions and requirements incorporated expressly by reference or by operation of Law therein and including any requirements relating to the charging of prices or costs, minimum qualifications of personnel, warranties, Industrial Funding Fees and Price Reduction or Most Favored Customer clauses. No event has occurred which, with the passage of time or the giving of notice or both, would result in a condition of default or breach of a Government Contract by the Company.
Sample 1

Related to Representations and Warranties Regarding Government Contracts and Government Bids

  • Representations and Warranties Regarding Each Contract Seller represents and warrants as to each Contract as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • Representations and Warranties Regarding the Contract Files Seller represents and warrants as of the execution and delivery of this Agreement and as of the Closing Date, in the case of the Initial Contracts, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Contracts, that:

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Representations and Warranties of Customer The Customer represents and warrants to the Transfer Agent that:

  • Representations and Warranties Regarding Individual Mortgage Loans The Seller hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date for such Mortgage Loan:

  • Representations and warranties of the Contractor The Contractor represents and warrants to the Authority that: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (f) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (j) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (l) all information provided by the {selected bidder/ members of the Consortium/Joint Venture} in response to the RFP or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and (m) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of the Contractor.

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

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